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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



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FORM 10-K/A

(Amendment No. 1)



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(Mark One)

|x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ------------------------------------------------------------------------------------



For the fiscal year ended December 31, 2003



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
|- | ----------------------------------------------------------------------------------------------------------



For the transition period from
 to



Commission file number 000-13059



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CERADYNE, INC.

(Exact name of registrant as specified in its charter)



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|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Delaware                                                       |  | 33-0055414                          
|(State or other jurisdiction of Incorporation or organization) |  | (I.R.S. Employer Identification No.)
|                                                               | 
|3169 Red Hill Avenue, Costa Mesa, California                   |  | 92626                               
|(Address of principal executive offices)                       |  | (Zip Code)                          



(714) 549-0421

(Registrants telephone number, including area code)



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Securities registered pursuant to Section 12(b) of the Act: None



Securities registered pursuant to Section 12(g) of the Act: Common Stock, par value $.01 per share



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Indicate, by check mark, whether the
registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has
been subject to such filing requirements for the past 90 days.    YES  x    NO ̈



Indicate, by check mark, if
disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrants knowledge, in definitive proxy or information statements incorporated by reference in Part
III of this Form 10-K or any amendment to this Form 10-K. ̈



Indicate by check mark whether the registrant is an accelerated filer (as defined in Securities Exchange Act Rule 12b-2).
    YES  x    NO ̈



As of February 20, 2004, the aggregate market value of the Common Stock held
by non-affiliates was approximately $335,335,414.



As of
February 20, 2004, there were 10,626,669 shares of registrants Common Stock outstanding.



DOCUMENTS INCORPORATED BY REFERENCE: None



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EXPLANATORY NOTE



This Amendment No. 1 (the Amendment) to the Annual Report on Form 10-K for Ceradyne, Inc. for the fiscal year
ended December 31, 2003, as originally filed with the Securities and Exchange Commission on March 12, 2004 (the Report), amends the language of Part II, Item 9A of the Report in accordance with the provisions of Item 307 and Item 308 of
Regulation S-K and SEC Release No. 33-8238. As a result of this Amendment, the certifications filed as Exhibits 31.1, 31.2, 32.1 and 32.2 under Part IV, Item 15 have been re-executed as of the date of this Amendment. No revisions have been made with
respect to any other disclosures contained in the Report.



PART II



ITEM 9A. Controls and Procedures



We carried out an evaluation, under the supervision and with the
participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of Ceradynes disclosure controls and procedures as of December 31, 2003, pursuant to Rule
13a-15 under the Securities Exchange Act of 1934. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective to ensure that information required to be
disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Commissions rules and forms, and to ensure that the information required to be
disclosed by us in reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding
required disclosure.



We did not make any changes in our
internal control over financial reporting during the fourth quarter of the fiscal year ended December 31, 2003 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.



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SIGNATURES



Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Amendment to be signed
on its behalf by the undersigned, thereunto duly authorized.



|                 |  |                |  |                        
|---------------- |  | -------------- |  | -----------------------
|February 3, 2005 |  | CERADYNE, INC.
|                 |  |               
|                 |  | By:            |  | /s/ JOEL P. MOSKOWITZ  
|                 |  |                |  | Joel P. Moskowitz      
|                 |  |                |  | Chief Executive Officer





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Index to Exhibits



|            |  |                                                                                                    
|----------- |  | ---------------------------------------------------------------------------------------------------
|Exhibit No. |  | Description                                                                                        
|31.1        |  | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|            | 
|31.2        |  | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|            | 
|32.1        |  | Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|            | 
|32.2        |  | Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.





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